Registration No. 333-81067
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STANDARD MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2234952
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Arkay Drive
P.O. Box 18047
Hauppauge, New York 11788
(516) 435-6000
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
David C. Fischer, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
_____________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / ___________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / / __________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
September __, 1999
20,000 shares
Standard Microsystems Corporation
common stock
The selling stockholder named on page 2 is offering common stock of
Standard Microsystems Corporation by this prospectus. We will not receive any of
the proceeds from the sale of those shares.
The selling stockholder may sell the shares from time to time, in one
or more transactions in the over-the-counter market, at market prices prevailing
at the time of sale.
Our common stock is traded in the over-the-counter market under the
Nasdaq symbol SMSC, and trading in our common stock is reported in the Nasdaq
National Market System. The reported closing sale price of our common stock on
September 20, 1999 was $9.0625 per share.
Neither the securities and exchange commission nor any
state securities commission has approved or disapproved
of these securities or determined if this prospectus
is truthful or complete. Any representation to the
contrary is a criminal offense.
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
Standard Microsystems Corporation is a worldwide supplier of
leading-edge integrated circuits for the personal computer and related
industries. We were incorporated in Delaware in 1971.
Today, we are the world's leading supplier of personal computer
input/output circuits, having shipped over 130 million units and an estimated
worldwide personal computer input/output circuits market share exceeding 40%.
Our circuits reside in personal computer products supplied by Compaq Computer
Corporation, Dell Computer Corporation, Gateway 2000, Inc., Hewlett-Packard
Company, IBM, Intel Corporation, and most other major personal computer and
personal computer motherboard manufacturers.
The mailing address of our principal executive offices is 80 Arkay
Drive, P.O. Box 18047, Hauppauge NY 11788-8847, and our telephone number at that
address is (516) 435-6000.
RISK FACTORS
Our business, financial condition and results of operations could be
materially adversely affected by any of the following risks. While we have
identified below the risks we believe are key to our business, financial
condition and results of operations, the risks and uncertainties described below
may not be the only risks facing us.
Certain statements and information contained in this prospectus
constitute "forwardlooking statements" within the meaning of the federal
securities laws. These forwardlooking statements involve risks and uncertainties
that may cause our actual results and performance to be different from results
expressed or implied in such statements.
SMSC competes in the semiconductor industry, which is intensely
competitive. The semiconductor industry has experienced rapid technological
change, cyclical market patterns, periods of mismatched product supply and
demand and selling price erosion. According to most generally available market
research, worldwide semiconductor revenues actually declined in calendar 1998 as
compared to calendar 1997. If we are unable to generate sufficient revenues from
sales of our semiconductor products, our results of operations will suffer. In
addition, many of our competitors in the semiconductor industry are larger and
have significantly greater financial and other resources than SMSC and therefore
better able than SMSC to compete and sustain economic downturns in the
semiconductor industry.
Sales of most of our products depend largely on sales of personal
computers and peripheral devices for personal computers. Reductions in the rate
of growth in the personal computer market could adversely affect our operating
results. We often experience greater product demand fluctuation than our
customers, the manufacturers of personal computers. Some of our products are
used in personal computers for the consumer market, which, in recent years, has
been more volatile than other segments of the personal computer marketplace.
Our future success depends on our developing and timely introducing new
products at competitive prices and performance levels. The success of new
products depends on various factors, including timely completion of product
development programs, market acceptance by our customers of our new products and
market acceptance of our customers' new products by their customers, sufficient
foundry capacity for volume manufacturing of integrated circuit wafers, our
foundries' achieving acceptable wafer fabrication yields, and our ability to
offer new products at competitive prices. We compete for our products to be
incorporated into new products being designed by our customers; accordingly, we
must anticipate market trends, meet performance, quality and functionality
requirements of our customers, and develop and manufacture products that adhere
to these requirements. In addition, we must meet the timing and price
requirements of our customers and make products available in sufficient
quantities. To help accomplish these goals, we consider acquiring other
companies or the products and technologies of other companies. These
acquisitions carry additional risks, such as integrating them with our existing
products and corporate culture, potentially large write-offs, and diversion of
management attention from operations. There can be no assurance that we will be
able to identify market trends or new product opportunities, develop and market
new products, respond effectively to new technological changes or product
announcements by our competitors or identify, consummate and integrate
acquisitions.
Our future growth will depend on, among other things, our ability to
continue to expand our product line. Our future product plans include entering
the microprocessor chipset marketplace. We plan to offer microprocessor chipset
products for applications currently served by other suppliers' products. Some of
these suppliers have well-established market positions and products that have
already proven to be technologically and economically competitive. There can be
no assurance that we will be able to displace these suppliers in our targeted
applications. Moreover, the functions currently performed by our standalone
input/output integrated circuits increasingly are being integrated into
microprocessor chipsets manufactured by other suppliers. This may impede our
efforts to penetrate the microprocessor chipset market and also displace our
input/output integrated circuits products from their current applications.
Average selling prices in the semiconductor industry, generally, and
for our products, in particular, have declined significantly over the life of
each product. While we expect to reduce the average selling prices of our
products over time as we achieve manufacturing cost reductions, competitive
pressures may require us to reduce selling prices more quickly than we can
reduce costs. In addition, we sometimes approve price reductions on specific
sales to meet the prices offered by our competitors. If we cannot offset these
price reductions by reductions in our manufacturing costs or by a shift in the
mix of products we sell to higher-margin products, declines in the average
selling prices could reduce our gross margins.
We rely upon subcontract manufacturers. The vast majority of our
products are manufactured, assembled, and tested by independent foundries and
subcontract manufacturers. Our reliance upon foundries and subcontractors
involves certain risks, including potential lack of manufacturing availability,
reduced control by us over product delivery schedules, potential lack of
availability of advanced process technologies, potential fluctuations in
manufacturing yields, and potential cost fluctuations.
We must forecast demand for our products. We generally must order
inventory to be built by our foundries and subcontract manufacturers well in
advance of product shipments. We often base our production levels upon either
internal or customersupplied forecasts of demand, which can be highly
unpredictable and fluctuate substantially. There is risk that we may forecast
incorrectly and produce excess or insufficient inventories. This inventory risk
is increasing as our customers place orders with decreasing lead times.
We rely on independent distributors to sell our products. Almost 35% of
our fiscal 1999 revenues were from sales through independent distributors. Our
distributors generally offer products of several different suppliers, including
products that may be competitive with ours. Accordingly, there is risk that
these distributors may give higher priority to products of other suppliers and
reduce their efforts to sell our products. In addition, our agreements with
distributors can generally be terminated at the distributor's option. No
assurance can be given that future sales of our products by distributors will
continue at current levels or that that we will be able to retain our current
distributors on acceptable terms. A reduction in sales efforts by one or more of
our current distributors or a termination of any distributor's relationship with
us could have a materially adverse effect on our operating results.
The concentration of our business in Asia poses risks relating to
foreign economic and political conditions. Many of our foundries and
subcontractors, as well as the largest of our distributors, are located in Asia.
Many of our customers also manufacture their products in Asia or subcontract
their manufacturing to Asian companies. Currency exchange rate fluctuations,
economic and trade policies, and the political environment in Asia could affect
demand for and supply of our products. This region has recently experienced idle
production capacity, unemployment, bank failures, reduced consumer spending and
currency devaluation. Any of these factors could reduce demand for the products
in which our integrated circuits are used.
We may not be able to protect our intellectual property rights
adequately. We have historically devoted significant resources to research and
development. We believe that the intellectual property we have developed is
valuable and important to our success. We rely upon nondisclosure agreements,
contractual provisions and patent and copyright laws to protect our propriety
rights. No assurance can be given that the steps we have taken will adequately
protect our proprietary rights.
A limited number of customers account for a significant portion of our
revenues. Our revenues from any one customer can fluctuate from period to period
depending upon market demand for that customer's products, the customer's
inventory management, and its overall financial condition.
Our success depends largely on continued service of our management,
engineering, marketing, sales and support employees. Competition for qualified
personnel is intense in the semiconductor industry, and the loss of experienced
employees, or our inability to attract other qualified personnel, could hinder
our product development and ability to manufacture, market, and sell products.
The market price of our common stock can fluctuate significantly. Such
factors as our announcements of new products or announcements by our
competitors, quarterly fluctuations in our financial results or in the financial
results of other semiconductor companies, changes in the expectations of market
analysts or investors, or general conditions in the semiconductor industry or in
the financial markets can affect the market price of our common stock. In
addition, stock markets in general have recently experienced extreme price and
volume volatility. This volatility has often had a significant impact on the
stock prices of high technology companies, including on our stock price, at
times for reasons that appear unrelated to the performance of the specific
companies.
SELLING STOCKHOLDER
Steven J. Bilodeau, our president and chief executive officer, owns
20,000 shares of common stock. All 20,000 shares may be offered by this
prospectus. The selling stockholder may offer shares of common stock from time
to time in one or more transactions in the over-the-counter market, which may
involve brokers or dealers, or in private transactions. We have not entered into
any agreement, arrangement or understanding with brokers or dealers regarding
the shares of common stock that may be offered by this prospectus before the
effective date of the registration statement of which this prospectus forms a
part. The selling stockholder has advised us that he has not entered into any
similar agreement with brokers or dealers.
The selling stockholder has also advised us that the 20,000 shares of
common stock that may be offered by this prospectus, which represent less than
1% of our outstanding common stock, are the only shares of common stock owned by
him.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 30,000,000 shares of common
stock and 1,000,000 shares of preferred stock.
Preferred Stock
The preferred stock may be issued without further stockholder approval
in one or more series, with voting powers, dividend rights, designations,
preferences, rights, qualifications, limitations and restrictions as determined
by our board of directors.
Common Stock
Holders of common stock are entitled to receive dividends when and as
declared by our board of directors. Holders of common stock are entitled to one
vote for each share on all matters. Holders of common stock do not have
cumulative voting rights for the election of directors. This means that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors to be elected at the meeting, and the holders of the
remaining less than 50% of the shares voting for the election of directors will
not be able to elect any person to our board of directors. At each annual
meeting of stockholders, approximately one-third of our entire board of
directors is elected for a three-year term.
If we liquidate, holders of common stock are entitled to a
proportionate share in any distribution of assets after the payment of
liabilities, including the payment of any amounts to which holders of any
outstanding preferred stock may be entitled. Holders of common stock do not have
preemptive rights, and no conversion, redemption, sinking fund or similar
provisions apply to the common stock.
Stock Purchase Rights Agreement
We adopted a stock purchase rights agreement on January 7, 1998 to help
ensure that our stockholders receive fair and equal treatment in the event of
any proposed acquisition of SMSC. The rights agreement may delay, defer or
prevent a change of control of SMSC and, therefore, could adversely affect our
stockholders' ability to realize a premium over the then-prevailing market price
for our common stock in connection with an acquisition. The rights agreement was
previously filed with the SEC on January 13, 1998 as an exhibit to our
registration statement on Form 8-A.
In connection with the adoption of the rights agreement, our board of
directors declared a dividend distribution of one preferred stock purchase right
for each outstanding share of common stock to our stockholders of record as of
the close of business on the record date, January 13, 1998. Each right entitles
its holder to purchase from us a unit consisting of one one-thousandth of a
share of SMSC Series A Participating Preferred Stock at a cash exercise price of
$50.00 per unit, subject to adjustment.
The rights are not currently exercisable and are attached to and trade
with all shares of common stock outstanding as of, and issued subsequent to, the
record date. The rights will separate from the common stock and will become
exercisable upon the earlier of one of the following distribution events:
(a) 15 days after the first date or public announcement that a person
or group has acquired 20% or more of our outstanding common stock, unless in a
transaction directly with us approved by a majority of our independent
directors; or
(b) ten business days after commencement of a tender or exchange offer
for 30% or more of our outstanding common stock.
The rights agreement provides that each holder of a right will be
entitled to receive, upon payment of the exercise price, shares of SMSC common
stock having a market value of twice the exercise price of the right if any of
the following distribution events occurs:
(a) a person or group acquires 30% or more of our outstanding common
stock, other than:
(1) in a transaction directly with us approved by a majority of
our independent directors; or
(2) in a tender or exchange offer for all our outstanding common
stock at a price and on terms determined to be fair by a
majority of our independent directors;
(b) a person or group acquires 20% or more of our outstanding common
stock and a majority of our independent directors determines that the person or
group is adverse to our best interests, based on preset criteria;
(c) a person or group acquires 20% or more of our outstanding common
stock, not in a transaction directly with us that is approved by a majority of
our independent directors, and then engages in any of the following transactions
with us:
(1) a merger in which we continue, and our common stock remains
outstanding,
(2) a transfer of assets to us in exchange for common stock or
other of our capital stock,
(3) a purchase, sale, lease or other transaction involving goods
and services on terms less favorable to us than we could have
obtained from third parties unrelated to us, or
(4) we provide financial assistance to the person or group,
or it receives tax advantages from us; or
(d) a person or group acquires 20% or more of our outstanding common
stock, not in a transaction directly with us that is approved by a majority of
our independent directors, and then receives a disproportionately large amount
of our capital stock in a reclassification of our outstanding securities or a
merger.
If SMSC is acquired in a merger or consolidation or if more than 50% of
our assets or earning power is transferred more than 15 days after a person or
group acquires 20% or more of our outstanding common stock, the rights agreement
provides that each holder of a right will be entitled to receive, upon payment
of the exercise price, shares of common stock of the acquiring company having a
market value of twice the exercise price of the right.
Rights may not be exercised by any person or group that:
(a) has acquired 20% or more of our outstanding common stock, unless in
a transaction directly with us that is approved by a majority of our independent
directors, or
(b) a majority of our independent directors determines is adverse to
our best interests, based on preset criteria.
If our board of directors approves a transaction that it has determined
is in the best interest of our stockholders but that otherwise would cause one
of the above distribution events under the rights agreement, our board may, in
connection with that approval, redeem the rights for a nominal price. Once the
rights are redeemed, the transaction can proceed without causing the
distribution event. The rights will expire on January 6, 2008, unless they are
earlier redeemed or their term is extended.
The rights agreement could make it more difficult for a third party to
acquire and could discourage a third party from acquiring or seeking to acquire
us or a large block of our common stock.
COMMON STOCK DIVIDEND POLICY
We have never paid a cash dividend on our common stock. Our current
policy is to retain earnings to provide funds for the operation and expansion of
our business rather than to pay dividends.
LEGAL OPINION
Loeb & Loeb LLP, New York, New York has issued an opinion about the
legality of the common stock being offered in this prospectus. David C. Fischer,
a partner Loeb & Loeb LLP, is our secretary.
EXPERTS
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report on the
financial statements, and are included in this prospectus and the registration
statement in reliance upon the authority of Arthur Andersen LLP as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC.
You may inspect and copy the filed reports, proxy statements, and other
information at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. Such materials also may be accessed
electronically by means of the SEC's web site at http://www.sec.gov.
We have filed a registration statement relating to the offering
described in this prospectus. As allowed by SEC rules, this prospectus does not
contain all of the information which you can find in the registration statement.
You are referred to the registration statement and the exhibits to the
registration statement for further information.
The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is made part of this prospectus, except for any
information superseded by information in this prospectus. This prospectus
incorporates by reference the documents listed below that have been previously
filed with the SEC. These documents contain important information about our
business and finances.
1. SMSC's annual report on Form 10-K for the fiscal year
ended February 28, 1999;
2. SMSC's quarterly report on Form 10-Q for the quarterly period ended
May 31, 1999;
3. SMSC's current report on Form 8-K dated June 14, 1999; and
4. All other reports filed under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, including any amendments to those
reports, since February 28, 1999.
This prospectus also incorporates by reference additional documents
that we may file with the SEC between the date of this prospectus and the date
on which we file a post-effective amendment to indicate that either all of the
shares offered by this prospectus have been sold or to deregister any shares not
sold.
You may obtain copies of the documents that are incorporated by
reference in this prospectus, other than exhibits to documents that are
incorporated by reference if the exhibits are not specifically incorporated by
reference in this prospectus, without charge, upon written or oral request to
Standard Microsystems Corporation, 80 Arkay Drive, P.O. Box 18047, Hauppauge,
New York 11788, Attention: Vice President-Finance, telephone (516) 435-6000. To
ensure delivery of documents, any request should be made not later than five
business days before making an investment decision.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. You
should not assume that the information contained in this prospectus is accurate
as of any date other than the date of this prospectus, and neither the mailing
of this prospectus to stockholders nor the issuance of any securities under this
prospectus shall create any implication to the contrary. This prospectus does
not offer to buy or sell securities in any jurisdiction where it is unlawful to
do so.
<PAGE>
PART II
Item 16. Exhibits
There are filed as a part of this registration statement, the exhibits
listed on the Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Hauppauge, State of New York, on September 21,
1999.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By: /S/ ERIC M. NOWLING
---------------------------------
Eric M. Nowling
Vice President -- Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities on September 21, 1999.
Signature Title
STEVEN J. BILODEAU* Director,
Steven J. Bilodeau President and Chief
Executive Officer
(Principal Executive Officer)
PAUL RICHMAN* Chairman of the Board of
Paul Richman Directors
JAMES R. BERRETT* Director
James R. Berrett
ROBERT M. BRILL* Director
Robert M. Brill
PETER F. DICKS* Director
Peter F. Dicks
IVAN T. FRISCH* Director
Ivan T. Frisch
- ------------------------------
* By: /S/ ERIC M. NOWLING
Eric M. Nowling
as Attorney in Fact
EXHIBIT INDEX
Location/ Exhibit No. Exhibit
Incorporated by
Reference to:
* 5 Opinion of Loeb &
Loeb LLP as to
legality of
securities being
registered
** 23.1 Consent of Arthur
Andersen LLP
* 23.2 Consent of Loeb &
Loeb LLP (included
in Exhibit 5)
* 24 Power of Attorney
*Previously filed
**Filed herewith
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 21, 1999 included in Standard Microsystems Corporation's Form 10-K for the
year ended February 28, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, New York
September 21, 1999
